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UTi Worldwide Announces Pricing Of $350 Million Convertible Senior Notes Due 2019

LONG BEACH, Calif., Feb. 26, 2014 (GLOBE NEWSWIRE) -- UTi Worldwide Inc. (Nasdaq:UTIW) today announced that it has priced its private offering of $350 million aggregate principal amount of 4.50% Convertible Senior Notes due 2019 (the "Notes"). UTi Worldwide Inc. ("UTi") has also granted the initial purchasers in the offering an option to purchase up to an additional $50 million aggregate principal amount of the Notes. The Notes will mature on March 1, 2019, unless earlier converted, redeemed or purchased by UTi. UTi intends to use the net proceeds of the offering for general corporate purposes, including repayment of debt.

The initial conversion rate for the Notes will be 68.9703 of UTi's ordinary shares per $1,000 principal amount of the Notes, which is equivalent to an initial conversion price of approximately $14.50 per ordinary share and represents a conversion premium of approximately 35% over the last reported sale price of UTi's ordinary shares on February 26, 2014, which was $10.74. Upon conversion of the Notes, UTi will deliver ordinary shares, except that if UTi obtains shareholder approval under certain circumstances, UTi will pay or deliver, as the case may be, cash, ordinary shares or a combination of cash and ordinary shares, at UTi's election. UTi may not redeem the Notes prior to maturity unless certain tax related events occur. Holders may cause UTi to repurchase the Notes for cash, at their option, upon the occurrence of specified fundamental changes. 

Concurrently with the Notes offering, UTi is selling 175,000 of its convertible preference shares to an investor in a private placement exempt from the registration requirements of the Securities Act. Such convertible preference shares will have an initial conversion price of $13.8671 per ordinary share. UTi expects to pay dividends in kind on the convertible preference shares. Based on the initial conversion price and the assumption that all dividends are paid in kind, UTi expects to issue 15,534,575 ordinary shares if the convertible preference shares remain outstanding through March 1, 2017 and the convertible preference shares are converted in full. Until March 1, 2017, the holder of the convertible preference shares will have pre-emptive rights with respect to the Issuer's equity securities for so long as they own a number of convertible preference shares convertible into at least 6,309,896 ordinary shares. After giving effect to the issuance of the convertible preference shares, P2 Capital, our largest shareholder, will own approximately 20.4% of our ordinary shares on an as-converted basis, without giving effect to any payment in-kind of dividends on such convertible preference shares and any future issuances, including in respect of the Notes.

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